UPL Limited has informed the exchange about receipt of Observation Letters from BSE Limited and National Stock Exchange of India Limited in relation to Composite Scheme of Arrangement amongst ....

UPL Limited, Uniphos House, C.D. Marg, 11th Road, Madhu Park, Khar (West), Mumbai – 400052, India w: www.upl-ltd.com e: contact@upl-ltd.com t: +91 22 6856 8000 July 29, 2026 BSE Limited National Stock Exchange of India Limited Mumbai Mumbai SCRIP CODE – 512070 SYMBOL: UPL Sub.: Intimation regarding receipt of Observation Letters from BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) in relation to Composite Scheme of Arrangement amongst the Company (“UPL 1”), UPL Sustainable Agri Solutions Limited (“UPL SAS”), UPL Global Sustainable Agri Solutions Limited (“UPL 2”), UPL Crop Protection Holdings Limited (“UPL Cayman 1”), and their respective shareholders, under Sections 230 to 232, 234 and other applicable provisions of the Companies Act, 2013 (the “Scheme”) Ref: Disclosure pursuant to Regulation 30 read with Schedule III and 37 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 Dear Sir/Madam, In continuation of our earlier intimation dated February 20, 2026 it was informed that the Board of Directors of the Company had approved the Scheme subject to receipt of necessary regulatory and other approvals, as may be required. The Company, thereafter, filed an application with BSE and NSE, respectively, under Regulations 37 of the Listing Regulations on February 27, 2026, seeking their Observation / No objection to the proposed Scheme. In this regard, we would like to inform you that the Company has received separate letters with “no adverse observations” from BSE and “No Objection” from NSE dated July 29, 2026, in relation to the Scheme. The copies of the said letters received from BSE and NSE are enclosed and are being hosted on the Company’s website at https://www.upl-ltd.com/investors/shareholder-center/scheme-of-arrangement. The Scheme remains subject to receipt of other applicable regulatory approvals. You are requested to kindly take the above information on record. Thanking you, Yours faithfully, For UPL Limited Sandeep Deshmukh Company Secretary and Compliance Officer (ACS-10946) Encl.: As above Cc.: 1. London Stock Exchange 2. Singapore Stock Exchange 3. NSE IX Registered Office: 3-11, GIDC, Vapi, Valsad - 396 195, Gujarat, India. P +91 260 2432716 CIN: L24219GJ1985PLC025132 The Power of Vibrance DCS/A MAL/RD/R37/ 175/2026-27 July 29, 2026 The Company Secretary, UPL Limited 3-11, GIDC, Vapi, Dist. Valsad, Vapi, Gujarat-396 195. Dear Sir/Madam, Sub: Composite Scheme of Arrangement by UPL Limited We refer to your application for scheme of arrangement amongst UPL Sustainable Agri Solutions Limited ("Amalgamating Company 1 "), UPL Limited ("Company" or "Demerged Company" or "Amalgamated Company 1 "), UPL Global Sustainable Agri Solutions Limited ("Resulting Company" or "Amalgamated Company 2"), UPL Crop Protection Holdings Limited ("Amalgamating Company 2") and their respective shareholders under Section 230-232 and other applicable provisions of the Companies Act, 2013 filed with the Exchange under Regulation 37 and 94(2) of SEBI (LODR) Regulations, 2015 read with SEBI Master circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023. In this regard, SEBI vide its Letter dated July 29, 2026, has inter alia given the following comment(s) on the said draft scheme of Arrangement: - 1. "The entity shall ensure that it discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against itself, its promoters and directors, before Hon'ble NCLTand shareholders, while seeking approval of the scheme." 2. "The entity shall ensure that additional information, if any, submitted by it after filing the Scheme with the stock exchange, from the date of receipt of this letter, is displayed on the websites of the listed entity and the stock exchanges." 3. "The entity shall ensure compliance with the SEBI circulars issued from time to time." 4. "The entities involved in the Scheme shall duly comply with various provisions of the Circular and ensure that all the liabilities of Transferor Company are transferred to the Transferee Company." 5. "The entity is advised that the information pertaining to all the Unlisted Companies involved, if any, in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval." 6. "The entity shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old." Page 1 of 5 Registered Office: BSE Limited, Floor 25, P J Towers, Dalal Street, Mumbai 400001, India. T: +91 22 2272 1234/33 I E: corp.comm@bseindia.com www.bseindia.com I Corporate Identity Number : L67120MH2005PLC155188 SSE"' The Power of Vibrance 7. "The entity is advised that the details of the proposed scheme under consideration as provided by the entity to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders." 8. "Both the entities are advised to disclose the following as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act, 2013 - a) Valuation Report and Addendum/clarification to be Valuation Report (if any) issued by Registered Valuer. b) Projections considered for valuation of entities involved along with justification for growth rate considered for valuation. c) Need for the merger/demerger, Rationale of the scheme, Synergies of business of the entities involved in the scheme, Impact of the scheme on the minority shareholders and cost benefit analysis of the scheme. d) Details of Revenue, PAT and EBIDTA of all the companies involved in the Scheme for last 3 years along with Audited financials for the last three years of all the entities involved in the scheme. e) Value of Assets and liabilities of Transferor Companies/ Demerged Company that are being transferred to Transferee company/ Resulting company and post-merger balance of sheet of Transferee Company. f) Disclose all pending actions against the entities involved in the scheme, its promoters I directors/ KMPs and possible impact of the same on the Transferee Company to the shareholders. g) Disclose all pending actions against the entities involved in the scheme its promoters/directors/KMPs and possible impact of the same on the Transferee Company to the shareholders. h) Undertaking with respect to the association of the promoter and promoter group of the entities involved in the scheme with the public shareholders. i) Conditions imposed by lenders, if any, may be disclosed to the public shareholders along with the impact of same on the scheme. j) Details of shareholders of Transferor/ demerged companies and their classification as Promoters and Public shareholders in Transferee Company, post scheme: Name of Shares held in Share Shares being Classificatio Detailed the Transferor/ Exchan allotted in n in Justificati sharehol Demerged ge Transferee/Res Transferee/R on for der Company Ratio ulting esulting classifica Company. Company tion (Promoter/Pu blic) Public Shareholders Page 2 of 5 The Power of Vibrance k) Latest financials of entities involved in the scheme not older than 6 months from the date of NOC of Stock Exchange should be updated on the Website and same also to be disclosed in the explanatory statement. 9. "The entity is advised that the proposed equity shares to be issued in terms of the "Scheme" shall mandatorily be in demat form only." 10. "The entity is advised that the "Scheme" shall be acted upon subject to the applicant complying with the relevant c [Showing first 8,000 characters — download PDF for full document]